Adopted Bylaws:

Section A.The name of the organization shall be Stockton Bicycle Club, Inc.
and the Organization shall be referred to in these By-Laws as the
"Club."

Section B.The Club shall be incorporated as a not-for-profit corporation
under the laws of California.

Section C.The Principal Office of the Club will be listed as the address of
the current President for legal service with the Secretary of State,
with a mailing address of Post Office Box 4702
Stockton,
California95204.

Section D. The Board of Directors is hereby
granted authority to change the address of the principal office of the
Corporation within the County of San Joaquin, CA or abutting county. Any
such change shall be noted by the secretary in these By-Laws, but shall
not be considered an amendment of these By-Laws.

ARTICLE II.OBJECTIVES

Section A.The objectives of the Club are:

1.To
promote interest in bicycling; to

a.Encourage and
facilitate recreational bicycling

b.Promote bicycling
as a means of transportation.

2.To
increase the awareness of the need for a safe bicycling environment and
promote the practice of safe bicycling techniques.

3.To
express the views of members of the Club in connection with legislative
and administrative proposals relating to equipment requirements for
bicycles, the establishment and maintenance of bicycling facilities,
traffic regulations, or other measures affecting bicycling, but not to
support or oppose any political candidate.

4.
To promote and protect the rights of bicyclists.

5. To gather and publish information about bicycling,
bicycle clubs and their activities and other information related to
bicycling in the form of a monthly newsletter.

Section B. The Club through its Board of
Directors shall engage in such lawful programs and activities and take
such lawful action as may be deemed necessary and advisable by the Board
of Directors to accomplish the objectives of the Club as stated in these
By-laws. Before the Board of Directors may offer an endorsement on any
ballot measure being put to a general public vote, the following
conditions must be met:

1. The entire membership of the Board of Directors
must be notified in writing or by e-mail of the intent to offer such
endorsement at least one week before the Board may vote on the
endorsement.

2. A description of the proposed endorsement must be
prominently displayed on the Club’s web site at least one week before
the Board may vote on the endorsement.

3. Two-thirds of the Board of Directors vote in favor
of the endorsement before such endorsement may be made public.

ARTICLE III.MEMBERSHIP

Section A.Categories of Membership.There shall be three categories of membership , Regular, Life and
Honorary.

1. Regular Membership.Any person who supports the objectives of the Club is eligible to
become an individual member of the Club.

2. Life Membership.Life membership may be conferred by the Board of Directors on any
person(s) who has rendered extraordinary service or who has made an
outstanding contribution to the Club or any phase of bicycling. (To
remain “active” and eligible to vote, members must attend at least one
club function per fiscal year.)

3. Honorary Membership. This type of membership may be
conferred on a person who has supported the club, or is an integral part
of the bicycling community.
These memberships must be approved at an advertised Board or General
Meeting and expire after one year, unless renewed.

Section B.Voting Rights.Each
Regular member and Active Life membershall have one vote,
Honorary members have no voting rights.

Section C. Application for Membership.
Application for regular membership shall be made on application forms
prescribed by the Board of Directors.

Section D.Admission of Members.
Applications for membership may be approved by the Membership Director.Applications shall be approved unless not properly made, or if
the Membership Director has reason to believe that the applicant does
not support the objectives of the Club.Any recommendation for rejection on the grounds that an applicant
is not a desirable person for membership must be referred by the
Membership Director to the Board of Directors for final determination.

Section E.Term and Renewal of Regular Membership.Each regular membership in the Club shall be for a term of one
year.

Section F.Censure or Termination of Membership.Any member of the Club may be censured or the Board of Directors
may for good cause terminate any membership in the Club.Good cause shall be the failure or refusal of a member to comply
with these By-Laws or any act by the member that in the judgment of the
Board of Directors is contrary to the interests of the Club or
bicycling.A member shall be
notified in writing of the information which may be the basis for the
censure or termination of membership and shall be given an opportunity
to reply in writing or in person to the Board of Directors.The Board of Directors may investigate the basis for the
recommendation for censure or termination of membership.An affirmative vote of 2/3 of the Directors voting shall be
required to terminate a membership.A majority of the Directors voting may censure a member.

ARTICLE IV.DUES

Section A.
Dues shall be assessed and are payable on October 1 of each year.
Notice of renewal will be sent by email or 1st class mail to all active
members. The membership director shall initiate other innovative
communication methods to supplement this notice. Non-payment of
dues by October 31, shall automatically drop a member from the club
rolls. Should the former member later wish to renew in the current
fiscal year, the full years dues will be assessed and he will not be
considered a New member per section C of this Article.

Section B.
The amount of dues shall be adopted annually in October by the Board of
Directors.The board of
Directors may allow a reduced rate for families.

Section C.
Prorated Dues for New Members: Two thirds of dues shall be
assessed between November 1-January 31, One half dues assessed
between February 1-May 31, and one third dues assessed between June
1-September 1.

ARTICLE V.
OFFICERS AND BOARD OF DIRECTORS

Section A.Officers.The
officers of the Club shall be President, Vice President, Treasurer and
Secretary.

Section B.Board of Directors.
The four officers, and either 1 or 3 additionaldirectors shall comprise the Board of Directors. (The Board of
Directors will maintain an odd number of directors.)

Section C. Eligibility
Requirements.All officers
and directors shall be selected from regular members.An officer may hold up to two offices but the President may not
hold the Secretary’s or Treasurer’s Office simultaneously.

Section D.General Responsibilities of Board Members.The Board of Directors shall be responsible for Club management
and fulfillment of objectives.Directors must be familiar with the Club, articles of
incorporation, By-Laws, and the most recent edition of Robert's Rules of
Order.Directors must submit
all copies of official club correspondence to the Secretary.Directors should attend general Club meetings and Board of
Directors’ meetings.

Section E.Directors’ Duties.

1.
President.The President
shall be the chief executive officer of the Club and shall preside at
meetings of the Club and of the Board of Directors with the right to
vote.The President shall
communicate such matters, suggestions and recommendations to the members
and to the Board of Directors as may in his or her opinion tend to
promote the welfare and increase the usefulness of the Club.The President is ultimately responsible for all Club activities.

The President shall appoint all committees and shall
act as an ex officio member thereof, with the exception of the
nominating committee.In the
event an officer or director is unable to complete his or her term of
office, the President shall be empowered to fill such vacancy for the
remainder of the term by appointment, subject to ratification by the
Board of Directors.He or
she shall perform such other duties as are incident to the office of
President or as may be prescribed by the Board of Directors.

The President shall prepare and submit a proposed
agenda of all general and Board of Directors meetings to the Secretary
within three days of the said meeting.

2.Vice
President.The Vice
President shall work in cooperation with the President and shall, in the
absence or disability of the President, perform the duties and exercise
the powers of the President.
The Vice President may be delegated by the President to perform one or
more of the duties of the President.In the event of the resignation of the President during his term
of office, the Vice President shall thereupon become President.

The Vice President shall arrange for special
presentations at the general meetings.

3.
Treasurer.The Treasurer
shall be responsible for the financial records of the Club.The Treasurer shall keep an account of all moneys received and
expended for the use of the Club and shall make disbursements for the
Club.The Treasurer shall
maintain the necessary banking accounts and records, shall report all
financial transactions at the Board of Directors or general meeting and
shall be responsible for the filing of all appropriate tax reports.

4, Secretary.The Secretary shall record and preserve the minutes of the
general meetings and the meetings of the Board of Directors.

5. Ride Coordinator. The Ride Coordinator shall submit
a calendar of rides or special events to the Newsletter Editor for
publication every month and post them to the website.

6. Directors at large.An additional two (2) Directors may be created if necessary to
conduct the business of the Club, and may be appointed by the President
with approval of the Board of Directors, published as a Board
Resolution.Any such created
and appointed Director at Large position will be required to stand for
election at the next annual General Meeting.

Section F.Term of Office.The
term of all offices shall be the fiscal year starting October 1 of one
year through September 30 of the following.

Section G. Vacancies.The President, subject to approval of the Board of Directors, may
fill any vacancy that occurs on the Board of Directors.

Section H.Compensation or Reimbursement.No Director shall be paid any compensation for any services to
the Club, but the Board of Directors may authorize reimbursement for any
expenses incurred by a Director in the performance of the duties of the
office.

Section I.Removal of Directors.

1.Any
Director who fails to attend two consecutive meetings of the Board of
Directors without prior notice to the President shall be removed from
the Board unless the Board votes not to remove the Director.

2.Grounds
for Dismissal.The Board of
Directors may remove a Director by a vote of 2/3 of the Directors on
grounds of incapacity, failure to comply with these By-Laws, substantial
failure to perform his or her duties as a Director or any act which is
found to be contrary to the objectives of the Club.

3.Notice.Prior to the removal of a Director, there shall be submitted to
that Director a written statement of the alleged grounds for removal and
the Director shall be afforded an opportunity to answer such allegations
in writing and to appear before the Board of Directors.

4.
Investigation.The Board of
Directors may investigate the basis for recommendation of the removal of
a Director as it deems necessary or appropriate in the circumstances and
may appoint a special committee for the purpose.

Section J.Resignation.Any
Director choosing to resign should notify the President in writing.

ARTICLE VI.NOMINATIONS AND ELECTIONS

Section A.Nominating Committee.
Prior to August of each year, the President shall appoint a nominating
committee consisting of 3 to 5 members.No Director who is standing for re-election shall serve on the
Nominating Committee.The
President shall serve as an advisor to the Nominating Committee.It shall be the duty of the members of the Nominating Committee
to propose a slate of Directors for the following year.Additional nominations for Directors may be received from the
floor at the annual meeting.

Section B.Report of the Nominating Committee.The report of the Nominating Committee shall be made in writing
to the Board of Directors at the August Board meeting.The slate shall be published in the September issue of the Club
newsletter.The duties of
the Nominating Committee shall terminate upon completion of the
election.

Section C. Election.The Officers and other Directors shall be elected individually to
the positions defined in Article V by a majority of the voting members
present at the annual meeting.The Directors shall be elected in the same sequence as listed in
Article V.

ARTICLE VII.MEETINGS

Section A.General Meetings.General meetings shall be held
semi-annually on a day, time and location to be selected by resolution
of the Board of Directors.
If the day of the regularly scheduled meeting falls on a legal holiday,
that meeting shall be held on another day of that same month.

Section B.Annual Meeting.The
annual meeting shall be the general meeting in September.

Section C.Board of Directors Meetings.The Board of Directors shall meet quarterly at a time and place
designated by Board Resolution, and the Board may call for special
meetings or cancel a scheduled meeting as needed to conduct the business
of the Club.

Section D.Special Meetings.
Special meetings of the Board of Directors may be called by the
President or by any two Directors.Notice of each special meeting shall be communicated to the Board
of Directors by telephone or written notice at least one day in advance
of such meeting.

Section E.Quorum for Board Meetings.A simple majority of the Directors shall constitute a quorum at
any regular or special meeting of the Board of Directors.

Section F.Quorum for General Meeting; Proxy Voting.A quorum for general meetings shall consist of at least 10 of the
voting members.Each member
of the Board of Directors is a voting member for purposes of this
requirement.No proxy
voting shall be permitted.

ARTICLE VIII.BUDGET AND FINANCES

Section A.Budget.A Budget
Committee composed of the Club officers, with the input of other
Directors as needed, shall propose a budget to the Board of Directors
prior to the Annual Meeting. The Board will provide a recommended budget
to the Board-elect for their acceptance or modification at their October
meeting.

Section B.Expenditures.No
money shall be expended except in accordance with the budget as approved
or amended by the Board of Directors.The Board of Directors shall authorize the disbursement of all
unbudgeted funds.

Section C. Independent Financial Review.The Board of Directors shall arrange for an independent review of
the financial records at least once per year.Results of the review shall be presented at a Board meeting.

ARTICLE IX.COMMITTEES

Section A.Designation of Committees.The President shall have power to create a committee and to
define the functions of a committee and to terminate any such committee.

Section B.Appointment of Committee Members.The President shall appoint the Chair of each committee.The Chair of the committee shall, with the approval of the Board,
appoint the members of the committee.

Section C.Term of Office.Any
member appointed to a committee shall serve for a term fixed by the
President.

Section D.Vacancies.Vacancies
in the membership of any committee shall be filled by appointments made
in the same manner as provided in the case of original appointments.

Section E.Duties.Each
committee shall perform the functions specifically for which it was
created.

Section F.Quorum.A minimum of
one-half of the members of a committee shall constitute a quorum.

Section G.Reports.Committees
shall make written or oral reports to the Board of Directorsattimes as requested
by any member of the Board of Directors.No committee report shall be published or circulated to the
members without the approval of the Board of Directors.

Section H.Expenses.No
committee shall incur any expense beyond its appropriation without the
consent of the Board of Directors, nor shall any committee commit the
Club to any contracts or obligations without the approval of the Board
of Directors.

ARTICLE X.
CONTRACTS, CHECKS AND DEPOSITS

Section A.Contracts.The
President, with the approval of the Board of Directors, may enter into
any contract on behalf of the Club which is consistent with the Club
objectives and the policies established by the Board of Directors.

Section B.Checks.All checks
shall be signed by a designated official of the Club and in such manner
as prescribed by the Board of Directors.

Section C. Deposits.All funds of the Club shall be deposited in a financial
institution the Board of Directors may select.

ARTICLE XI.FISCAL YEAR

The fiscal year shall begin on the first day of
October and end on the last day of September of the following year.

ARTICLE XII.CONDUCT OF MEETINGS

The rules contained in the most recent edition of
Robert's Rules of Order shall govern the Club in all cases to which they
are applicable and in which they are not inconsistent with the By-Laws
or any special rules of order the Club may adopt.

ARTICLE XIII.AMENDMENTS TO THE BY-LAWS

These By-Laws may be amended or repealed and new
By-Laws may be adopted by a 2/3 majority of the members present at any
general membership meeting provided that notice of such proposed changes
is published in the newsletter and copies of such changes are made
available 20 daysprior to
the meeting at which the changes are to be submitted for a vote.

ARTICLE XIV.INSURANCE FOR OFFICERS & DIRECTORS

Section A.Insurance for Corporate Agents.The Board of Directors may adopt a resolution authorizing the
purchase and maintenance of insurance on behalf of any agent of the
corporation (including a Director, officer, employee or other agent of
the corporation) against any liability other than for violating
provisions of law relating to self-dealing (Section 5233 of the
California Nonprofit Public Benefit Corporation Law) asserted against or
incurred by the agent in such capacity or arising out of the agent's
status as such, whether or not the corporation would have the power to
indemnify the agent against such liability under the provisions of
Section 5238 of the California Nonprofit Public Benefit Corporation Law.